While G-Force are on holiday they decide to go with Tiny who competes for the title of Mr. Galaxy. Zoltar sees this as his chance to defeat G-Force so he enters two of of the strongest wrestlers and weightlifters from Spectra in the competition. Tiny beats the wrestler he has entered but the weightlifter sneaks up on Tiny and traps him under a thousand pounds of weights. They then kidnap Princess and take her to an old mine. The others rescue Tiny and head off after Princess when she sets off her homing device. When they enter the mine to rescue her Zoltar sets off an explosion trapping them.

G-Force escape from the mine by using Operation Corkscrew and transmuting into a raging whirlwind which blasts them out. While they are escaping Zoltar sends a mechanical Vulture to take the Phoenix. G-Force docks a jet with the Phoenix while it is being carried by the Vulture. Once they take control they transmute the Phoenix into the Firebird. The Firebird destroys the Vulture, but once again Zoltar manages to escape.